Xenia Hotels & Resorts, Inc.

This proxy statement, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements are not historical facts but are based on certain assumptions of management and describe the Company's future plans, strategies and expectations. Forward-looking statements are generally identifiable by use of words such as "may," "could," "expect," "intend," "plan," "commit," "seek," "anticipate," "believe," "estimate," "guidance," "predict," "potential," "continue," "likely," "will," "would," "illustrative," references to "outlook" and "guidance" and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Forward-looking statements in this proxy statement include, among others, statements about our plans, strategies, timing of renovations, compensation performance targets or goals, equity awards or other future events. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. As a result, our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements, which are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company's control and which could materially affect actual results, performances or achievements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, (i) general economic uncertainty and a contraction in the U.S. or global economy or low levels of economic growth; (ii) macroeconomic and other factors beyond our control that can adversely affect and reduce demand for hotel rooms, food and beverage services, and/or meeting facilities; (iii) inflation which increases our labor and other costs of providing services to guests and meeting hotel brand standards as well as costs related to construction and other capital expenditures, property and other taxes, and insurance which could result in reduced operating profit margins; (iv) the impact of supply chain disruptions on our ability to source furniture, fixtures, and equipment required to comply with brand standards and guest expectations and the ability of our third-party managers to source supplies and other items required for operations; (v) our ability to comply with contractual covenants; (vi) business, financial and operating risks inherent to real estate investments and the lodging industry; (vii) seasonal and cyclical volatility in the lodging industry; (viii) adverse changes in specialized industries, such as the energy, technology and/or tourism industries, that result in a sustained downturn of related businesses and corporate spending that may negatively impact our revenues and results of operations; (ix) levels of spending in transient or group business and leisure segments as well as consumer confidence; (x) declines in occupancy and ADR; (xi) decreased business travel for in-person meetings due to technological advancements in virtual meetings and/or changes in guest and consumer preferences, including consideration of the impact of travel on the environment; (xii) fluctuations in the supply of hotels due to hotel construction and/or renovation and expansion of existing hotels and demand for hotel rooms; (xiii) changes in the competitive environment in the lodging industry, including due to consolidation of management companies, franchisors, and online travel agencies and changes in the markets where we own hotels; (xiv) events beyond our control, such as war, terrorist or cyber-attacks, mass casualty events, government shutdowns and closures, travel-related health concerns, global outbreaks of pandemics (such as the COVID-19 pandemic) or contagious diseases, or fear of such outbreaks, weather and climate-related events, such as hurricanes, wildfires, tornadoes, floods, and droughts, and natural or man-made disasters; (xv) cyber incidents and information technology failures, including unauthorized access to our computer systems and/or our vendors' computer systems, and our third-party management companies' or franchisors' computer systems and/or their vendors' computer systems; (xvi) changes in interest rates and operating costs, including labor and service related costs; (xvii) our inability to directly operate our properties and reliance on third-party hotel management companies to operate and manage our hotels; (xviii) our ability to maintain good relationships with our third-party hotel management companies and franchisors; (xix) our failure to maintain and/or comply with required brand operating standards; (xx) our ability to maintain our brand licenses at our hotels; (xxi) relationships with labor unions and changes in labor laws, including increases to minimum wages; (xxii) retention and attraction of our senior management team or key personnel; (xxiii) our ability to identify and consummate additional acquisitions and dispositions of hotels; (xxiv) our ability to integrate and successfully operate any hotel properties that we acquire in the future and the risks associated with these hotel properties; (xxv) disruption resulting from the impact of hotel renovations, repositionings, redevelopments and re-branding activities; (xxvi) our ability to access capital for renovations, acquisitions and general operating needs on terms and at times that are acceptable to us; (xxvii) the fixed cost nature of hotel ownership; (xxviii) our ability to service, restructure or refinance our debt; (xxix) compliance with regulatory regimes and local laws; (xxx) uninsured or underinsured losses, including those relating to weather and climate-related events, natural disasters, civil unrest, terrorism or cyber-attacks and the physical effects and transition-related impacts of climate change; (xxxi) changes in distribution channels, such as through internet travel intermediaries or websites that facilitate the short-term rental of homes and apartments from owners; (xxxii) the amount of debt that we currently have or may incur in the future; (xxxiii) provisions in our debt agreements that may restrict the operation of our business; (xxxiv) our organizational and governance structure; (xxxv) our status as a REIT; (xxxvi) our taxable REIT subsidiary lessee structure; (xxxvii) the cost of compliance with and liabilities under environmental, health and safety laws; (xxxviii) adverse litigation judgments or settlements or regulatory proceedings; (xxxix) changes in real estate and zoning laws; (xl) increases in real property tax valuations or rates; (xli) increases in insurance costs or other fixed costs; (xlii) changes in federal, state or local tax law, including legislative, administrative, regulatory or other actions affecting REITs; (xliii) changes in governmental regulations or interpretations thereof; (xliv) estimates relating to our ability to make distributions to our stockholders in the future; and (xlv) the risk factors discussed in the Company’s Annual Report on Form 10-K, as updated in its Quarterly Reports. Accordingly, there is no assurance that the Company's expectations will be realized. We caution you not to place undue reliance on any forward-looking statements, which are made only as of the date of this proxy statement. Additionally, we may provide information herein that is not necessarily “material” under the federal securities laws for SEC reporting purposes, but that is informed by various standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability or quality of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. We do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.